Exhibit 22.0

                                    ANNEX I
                                       TO
                          SECURITIES PURCHASE AGREEMENT

NEITHER  THESE  SECURITIES  NOR  THE SECURITIES ISSUABLE UPON CONVERSION  HEREOF
HAVE  BEEN  REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
OR  THE  SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933,
AS  AMENDED.  THE  SECURITIES  ARE  RESTRICTED  AND  MAY NOT BE OFFERED, RESOLD,
PLEDGED  OR  TRANSFERRED  EXCEPT  AS  PERMITTED  UNDER  THE  ACT  PURSUANT  TO
REGISTRATION  OR  EXEMPTION  OR  SAFE  HARBOR  THEREFROM.

No.  001                                                          US  $  400,000
                                                                       ---------

                              HOT PRODUCTS, INC.COM

                  9% CONVERTIBLE DEBENTURE DUE _August 27, 2001

          THIS  DEBENTURE is one of a duly authorized issue of up to $400,000 in
Debentures  of  HOT  PRODUCTS,  INC.COM,  a  Arizona  corporation  organized and
existing  under  the  laws of the State of Arizona (the "Company") designated as
its 9% Convertible Debentures.  Such Debentures may be issued in series, each of
which may have a different maturity date, but which otherwise have substantially
similar  terms.


         FOR VALUE RECEIVED, the Company promises to pay to Ashfield Investments
Corp.,  the  registered  holder hereof (the "Holder"), the principal sum of Four
Hundred  Thousand  and  00/100  Dollars  (US  $ 400,000) on August 27, 2001 (the
"Maturity  Date")  and  to pay interest in cash on the principal sum outstanding
from  time  to time in arrears (i) prior to the Maturity Date, quarterly, on the
last  day  of  March,  June,  September  and  December  of  each year, (ii) upon
conversion  as  provided  herein,  (iii)  on  the  Maturity  Date,  or (iv) upon
Redemption  as  provided herein at the rate of 9% per annum. Accrual of interest
shall commence on the first such business day to occur after the date hereof and
shall continue to accrue on a daily basis until payment in full of the principal
sum  has  been  made  or  duly  provided  for.

          This Debenture  is  subject  to  the  following additional provisions:

________________

     1     Insert a date which is 18 months from the closing date


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<PAGE>

     1.     The Debentures are issuable in denominations of Ten Thousand Dollars
(US$10,000)  and  integral multiples thereof.  The Notes are exchangeable for an
equal aggregate principal amount of Notes of different authorized denominations,
as  requested  by  the  Holder surrendering the same.  No service charge will be
made  for  such  registration  or  transfer  or  exchange.

     2.     The  Company  shall  be  entitled  to  withhold from all payments of
principal  of,  and  interest  on,  this  Debenture  any  amounts required to be
withheld under the applicable provisions of the United States income tax laws or
other applicable laws at the time of such payments, and Holder shall execute and
deliver  all  required  documentation  in  connection  therewith.

     3.     This Debenture has been issued subject to investment representations
of  the  original  purchaser  hereof and may be transferred or exchanged only in
compliance  with  the  Securities Act of 1933, as amended (the "Act"), and other
applicable  state  and  foreign  securities  laws.  In the event of any proposed
transfer  of this Debenture, the Company may require, prior to issuance of a new
Debenture  in the name of such other person, that it receive reasonable transfer
documentation  including  legal  opinions  that the issuance of the Debenture in
such  other  name  does  not  and  will  not cause a violation of the Act or any
applicable  state  or  foreign  securities  laws.  Prior  to due presentment for
transfer  of  this Debenture, the Company and any agent of the Company may treat
the  person  in  whose  name  this Debenture is duly registered on the Company's
Debenture  Register  as the owner hereof for the purpose of receiving payment as
herein  provided  and  for  all other purposes, whether or not this Debenture be
overdue,  and neither the Company nor any such agent shall be affected by notice
to  the  contrary.

     4.     A.     The  Holder  of  this  Debenture  is entitled, at its option,
subject  to  the  following  provisions  of  this Section 4, to convert all or a
portion  of  this Debenture into shares of Common Stock of the Company, $.01 par
value  per share ("Common Stock") at a conversion price for each share of Common
Stock  (the  "Conversion  Rate")  equal  to  the  lower  of  (x)$.80 (the "Fixed
Conversion  Rate");  or (y) eighty (80%) percent of the Market Price (as defined
below)  on  the  Conversion  Date.

            B.     For purpose of this Debenture, the following terms have the
meanings  indicated  below:

            (i)        "Trading  Day" means the trades executed on the principal
market  during  the hours when the New York Stock Exchange is open for business.

           (ii)        "Market  Price  of  the  Common  Stock"  means the single
lowest  intra day average trading price of the Common Stock during a consecutive
twenty  (20) Trading Day period ending on the Trading Day immediately before the
relevant  date  indicated  in  the relevant provision hereof (unless a different
relevant  period  is  specified  in  the  relevant  provision),  as  reported by
Bloomberg,  LP.


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<PAGE>

          C.     Conversion  shall be effectuated by surrendering the Debentures
to be converted to the Company or to the Company's transfer agent,Computershare,
accompanied  by or preceded by facsimile or other delivery to the Company of the
form  of  conversion notice attached hereto as Exhibit A, executed by the Holder
of the Debenture evidencing such Holder's intention to convert this Debenture or
a  specified  portion  hereof,  and  accompanied, if required by the Company, by
proper  assignment  hereof  in  blank. Subject to the provisions of Section 4(D)
hereof,  interest  accrued  or accruing from the date of issuance to the date of
conversion  shall, at the option of the Company, be paid in cash or Common Stock
upon  conversion  at  the  Conversion  Rate  applicable  to  such conversion. No
fractional shares of Common Stock or scrip representing fractions of shares will
be  issued  on conversion, but the number of shares issuable shall be rounded to
the  nearest  whole  share. The date on which notice of conversion is given (the
"Conversion  Date")  shall be deemed to be the date on which the Holder faxes or
otherwise delivers the conversion notice ("Notice of Conversion"), substantially
in the form annexed hereto as Exhibit A, duly executed, to the Company, provided
that the Holder shall deliver to the Company's transfer agent or the Company the
original  Debentures  being  converted  within five (5) business days thereafter
(and  if  not so delivered with such time, the Conversion Date shall be the date
on which the later of the Notice of Conversion and the original Debentures being
converted  is  received  by  the  Company).  Facsimile delivery of the Notice of
Conversion  shall  be  accepted by the Company at facsimile number 480-607-6801;
ATTN:  Chief  Financial  Officer.  Certificates  representing  Common Stock upon
conversion  will  be delivered within three (3) business days if the address for
delivery  is  in  the  United  States (and within eight (8) business days if the
address  for  delivery  is outside the United States) from the date later of the
Notice  of  Conversion  is delivered to the Company as contemplated in the first
sentence  of  this  paragraph  C  or  the original Debenture is delivered to the
Company's  transfer  agent  or  to  the  Company.

          D.     Notwithstanding  any other provision hereof, of the Warrants or
of  any  of  the other Transaction Agreements (as those terms are defined in the
Securities  Purchase  Agreement),  in  no  event  (except (i) with respect to an
automatic  conversion, if any, of a Debenture as provided in the Debentures or a
conversion  pursuant  to a Redemption Notice Conversion [as defined below], (ii)
as specifically provided in this Debenture as an exception to this provision, or
(iii)  while there is outstanding a tender offer for any or all of the shares of
the  Company's  Common  Stock)  shall  the  Holder  be  entitled  to convert any
Debenture,  or  shall  the  Company  have  the  obligation to convert all or any
portion  of  this  Debenture  (and  the  Company shall not have the right to pay
interest  on this Debenture), to the extent that, after such conversion, the sum
of (1) the number of shares of Common Stock beneficially owned by the Holder and
its  affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
beneficially  owned  through  the  ownership  of  the unconverted portion of the
Debentures or unexercised portion of the Warrants), and (2) the number of shares
of  Common  Stock issuable upon the conversion of the Debentures with respect to
which  the  determination  of  this  proviso  is  being  made,  would  result in
beneficial  ownership by the Holder and its affiliates of more than 9.99% of the
outstanding  shares  of Common Stock (after taking into account the shares to be
issued  to  the Holder upon such conversion). For purposes of the proviso to the


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<PAGE>

immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the  "1934  Act"), except as otherwise provided in clause (1) of such sentence.
The  Holder,  by  its  acceptance  of this Debenture, further agrees that if the
Holder  transfers or assigns any of the Debentures to a party who or which would
not  be  considered  such an affiliate, such assignment shall be made subject to
the  transferee's or assignee's specific agreement to be bound by the provisions
of  this Section 4(D) as if such transferee or assignee were the original Holder
hereof.

     5.   Notwithstanding  any other provision hereof to the contrary, at any
time  prior  to  the Conversion Date, the Company shall have the right to redeem
all  or  any  portion of the then outstanding principal amount of the Debentures
then  held  by  the  Holder  in  cash for an amount (the "Redemption Amount") by
giving  not  less  than  fifteen  (15) and no more than twenty (20) days written
notice  of  such  redemption  to  the holders of such Debenture (the "Redemption
Notice").  The Redemption Amount ("Redemption Amount") shall be equal to (a) the
aggregate  amount of the Debenture outstanding plus (b) accrued interest thereon
through  and  including  the  Redemption  Notice Date. The Buyer may continue to
submit  Conversion  Notices  during  the  first  fifteen  (15)  days  after  the
Redemption  Notice. In the event that the Company does not pay to the holder the
Redemption Amount within twenty (20) Trading Days of the Redemption Notice Date,
than  the  Redemption  Notice  shall  be  of no further force and effect and the
Company  will  forfeit  its  right  to  effect  any  future  Redemption.

     6.   The  Holder  recognizes  that the Company may be limited in the number
of  shares  of Common Stock it may issue by (i) reason of its authorized shares,
or  (ii) the applicable rules and regulations of the principal securities market
on  which  the  Common  Stock  is  listed  or  traded  (collectively,  the"Cap
Regulations").  Without  limiting  the  other provisions hereof, (i) the Company
will  take all steps reasonably necessary to be in a position to issue shares of
Common  Stock  on  conversion  of  the  Debentures  without  violating  the  Cap
Regulations  and  (ii)  if, despite taking such steps, the Company still can not
issue  such  shares  of  Common Stock without violating the Cap Regulations, the
Holder  of  this  Debenture  (to  the  extent  the  same can not be converted in
compliance with the Cap Regulations (an "Unconverted Debenture"), shall have the
option,  exercisable  in the Holder's sole and absolute discretion, to elect any
one  of  the  following  remedies:

               (x)  if  permitted by the Cap Regulations, require the Company to
          issue  shares  of Common Stock in accordance with such Holder's Notice
          of  Conversion  relating  to the Unconverted Debenture at a conversion
          purchase  price equal to the average of the closing price per share of
          Common Stock for any five (5) consecutive Trading Days (subject to the
          equitable  adjustments for certain events occurring during such period
          as  provided  in  this  Debenture)  during the sixty (60) Trading Days
          immediately  preceding  the  date  of  the  Notice  of  Conversion; or

               (y)  require the Company to redeem each Unconverted Debenture for
          an  amount  (the  "Cap Redemption Amount"), payable in cash, equal to:

              V           x          M
          --------
             CP


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<PAGE>

          where:

               "V" means the outstanding principal plus accrued interest through
          the  Cap  Redemption  Date  (as  defined  below)  of  an  Unconverted
          Debenture;

               "CP"  means  the  Conversion  Rate  in  effect  on  the  date  of
          redemption  (the  "Cap  Redemption Date") specified in the notice from
          the  Holder  electing  this  remedy;  and

               "M"  means  the highest closing price during the period beginning
          on  the  Cap  Redemption Date and ending on the date of payment of the
          Cap  Redemption  Amount.  Formula:

The  holder of an Unconverted Debenture may elect one of the above remedies with
respect  to  a  portion  of such Unconverted Debenture and the other remedy with
respect  to  other  portions  of  the  Unconverted  Debenture.

     7.   Subject  to  the  terms  of  the  Securities Purchase Agreement, dated
August  22,  2000 (the "Securities Purchase Agreement"), between the Company and
the  Holder  (or  the  Holder's  predecessor  in interest), no provision of this
Debenture shall alter or impair the obligation of the Company, which is absolute
and  unconditional,  to pay the principal of, and interest on, this Debenture at
the time, place, and rate, and in the coin or currency, herein prescribed.  This
Debenture  and all other Debentures now or hereafter issued of similar terms are
direct  obligations  of  the  Company.

     8.   No  recourse  shall be had for the payment of the principal of, or the
interest  on,  this  Debenture,  or  for any claim based hereon, or otherwise in
respect  hereof,  against any incorporator, shareholder, officer or director, as
such,  past,  present  or  future,  of the Company or any successor corporation,
whether  by  virtue  of  any  constitution,  statute  or  rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by  the acceptance hereof and as part of the consideration for the issue hereof,
expressly  waived  and  released.

     9.   If  the  Company  merges  or  consolidates with another corporation or
sells  or transfers all or substantially all of its assets to another person and
the  holders  of  the  Common Stock are entitled to receive stock, securities or
property  in  respect of or in exchange for Common Stock, then as a condition of
such  merger,  consolidation,  sale  or  transfer,  the  Company  and  any  such
successor,  purchaser  or  transferee agree that the Debenture may thereafter be
converted  on  the  terms and subject to the conditions set forth above into the
kind  and  amount  of stock, securities or property receivable upon such merger,
consolidation,  sale  or  transfer by a holder of the number of shares of Common
Stock  into  which  this  Debenture might have been converted immediately before
such merger, consolidation, sale or transfer, subject to adjustments which shall
be  as  nearly  equivalent  as may be practicable.  In the event of any proposed
merger,  consolidation  or  sale  or transfer of all or substantially all of the


                                        5
<PAGE>

assets  of  the  Company  (a  "Sale"), the Holder hereof shall have the right to
convert  this  Debenture  by  delivering  a  Notice of Conversion to the Company
within fifteen (15) days of receipt of notice of such Sale from the Company.  In
the  event  the  Holder  hereof shall elect not to convert, the Company may (but
shall  not be required to) prepay all outstanding principal and accrued interest
on  this  Debenture by paying the Redemption Amount contemplated by Section 5(A)
hereof,  less  all  amounts required by law to be deducted, upon which tender of
payment  following  such  notice,  the  right  of  conversion  shall  terminate.

     10.  If,  for  any  reason,  prior to the Conversion Date or the Redemption
Payment Date, the Company spins off or otherwise divests itself of a part of its
business  or  operations  or  disposes  all  or  of  a  part  of its assets in a
transaction  (the "Spin Off") in which the Company does not receive compensation
(other  than nominal non-material compensation) for such business, operations or
assets,  but  causes securities of another entity (the "Spin Off Securities") to
be  issued  to security holders of the Company, then the Company shall cause (i)
to  be reserved Spin Off Securities equal to the number thereof which would have
been  issued to the Holder had all of the Holder's Debentures outstanding on the
record  date  (the  "Record Date") for determining the amount and number of Spin
Off Securities to be issued to security holders of the Company (the "Outstanding
Debentures")  been  converted  as  of  the close of business on the Trading Days
immediately before the Record Date (the "Reserved Spin Off Shares"), and (ii) to
be  issued  to  the  Holder  on  the conversion of all or any of the Outstanding
Debentures,  such  amount  of  the  Reserved  Spin  Off  Shares equal to (x) the
Reserved  Spin  Off  Shares  multiplied  by  (y)  a  fraction,  of which (I) the
numerator  is  the  principal  amount  of  the Outstanding Debentures then being
converted,  and  (II) the denominator is the principal amount of the Outstanding
Debentures.

     11.  If,  at  any  time  while  any  portion  of  this  Debenture  remains
outstanding,  the  Company  effectuates  a stock split or reverse stock split of
its  Common  Stock or issues a dividend on its Common Stock consisting of shares
of Common Stock, the Conversion Rate shall be equitably adjusted to reflect such
action.  By  way of illustration, and not in limitation, of the foregoing (i) if
the  Company  effectuates  a  2:1  split  of  its Common Stock, thereafter, with
respect  to  any  conversion  for  which the Company issues the shares after the
record date of such split, the Conversion Rate shall be deemed to be one-half of
what  it  had been calculated to be immediately prior to such split; (ii) if the
Company  effectuates  a 1:10 reverse split of its Common Stock, thereafter, with
respect  to  any  conversion  for  which the Company issues the shares after the
record date of such reverse split, the Conversion Rate shall be deemed to be ten
times  what  it  had  been calculated to be immediately prior to such split; and
(iii)  if the Company declares a stock dividend of one share of Common Stock for
every  10  shares  outstanding,  thereafter,  with respect to any conversion for
which  the Company issues the shares after the record date of such dividend, the
Conversion  Rate  shall  be  deemed  to  be  the  amount of such Conversion Rate
calculated  immediately  prior  to such record date multiplied by a fraction, of
which the numerator is the number of shares (10) for which a dividend share will
be  issued  and  the  denominator  is  such  number  of shares plus the dividend
share(s)  issuable  or  issued  thereon  (11).

     12.  All  payments  contemplated  hereby to be made "in cash" shall be made
in  immediately  available  good  funds  in  such coin or currency of the United
States  of  America  as  at  the  time of payment is legal tender for payment of
public  and  private debts.  All payments of cash and each delivery of shares of
Common  Stock issuable to the Holder as contemplated hereby shall be made to the


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<PAGE>

Holder  at  the  address last appearing on the Debenture Register of the Company
as designated in writing by the Holder from time to time; except that the Holder
can  designate,  by  notice to the Company, a different delivery address for any
one  or  more  specific  payments  or  deliveries.

     13.  The  Holder  of  the Debenture, by acceptance hereof, agrees that this
Debenture  is being acquired for investment and that such Holder will not offer,
sell  or  otherwise  dispose  of  this  Debenture  or the Shares of Common Stock
issuable  upon  conversion  thereof  except  under  circumstances which will not
result  in  a  violation  of the Act or any applicable state Blue Sky or foreign
laws  or  similar  laws  relating  to  the  sale  of  securities.

     14.  This  Debenture  shall  be  governed  by  and  construed in accordance
with  the  laws  of  the  State of New York. Each of the parties consents to the
jurisdiction  of  the  federal  courts whose districts encompass any part of the
City  of  New  York  or the state courts of the State of New York sitting in the
City of New York in connection with any dispute arising under this Agreement and
hereby  waives, to the maximum extent permitted by law, any objection, including
any  objection  based  on  forum  non  coveniens,  to  the  bringing of any such
proceeding  in  such jurisdictions.  To the extent determined by such court, the
Company  shall  reimburse  the  Holder  for  any  reasonable  legal  fees  and
disbursements  incurred  by the Holder in enforcement of or protection of any of
its  rights  under  any  of  this  Debenture.

     15.  The  following  shall  constitute  an  "Event  of  Default":

          a.   The Company shall default in the payment of principal or interest
               on  this  Debenture  and same shall continue for a period of five
               (5)  days;  or

          b.   Any  of  the  representations  or  warranties made by the Company
               herein,  in  the  Securities Purchase Agreement, the Registration
               Rights  Agreement  or  in  any  certificate or financial or other
               written  statements  heretofore  or  hereafter  furnished  by the
               Company  in  connection  with  the execution and delivery of this
               Debenture  or the Securities Purchase Agreement shall be false or
               misleading  in  any  material  respect  at  the  time  made;  or

          c.   The  Company  fails to issue shares of Common Stock to the Holder
               or  to  cause  its Transfer Agent to issue shares of Common Stock
               upon  exercise  by  the  Holder  of  the conversion rights of the
               Holder  in  accordance with the terms of this Debenture, fails to
               transfer  or  to  cause  its  Transfer  Agent  to  transfer  any
               certificate  for shares of Common Stock issued to the Holder upon
               conversion  of this Debenture and when required by this Debenture
               or  the  Registration  Rights  Agreement,  and  such  transfer is
               otherwise lawful, or fails to remove any restrictive legend or to
               cause  its  Transfer  Agent to transfer on any certificate or any
               shares  of  Common  Stock issued to the Holder upon conversion of


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<PAGE>

               this  Debenture  as  and  when  required  by  this Debenture, the
               Agreement  or  the  Registration Rights Agreement and such legend
               removal  is otherwise lawful, and any such failure shall continue
               uncured  for  five  (5)  business  days.

          d.   The  Company  shall  fail  to perform or observe, in any material
               respect,  any  other  covenant,  term,  provision,  condition,
               agreement  or obligation of any Debenture in this series and such
               failure  shall  continue uncured for a period of thirty (30) days
               after  written  notice  from  the  Holder  of  such  failure;  or

          e.   The  Company  shall  fail  to perform or observe, in any material
               respect,  any  covenant, term, provision, condition, agreement or
               obligation of the Company under the Securities Purchase Agreement
               or  the  Registration  Rights  Agreement  and  such failure shall
               continue  uncured  for a period of thirty (30) days after written
               notice  from  the Holder of such failure (other than a failure to
               cause  the  Registration  Statement  to become effective no later
               than  the Required Effective Date, as defined and provided in the
               Registration  Rights  Agreement,  as to which no such cure period
               shall  apply);  or

          f.   The  Company  shall (1) admit in writing its inability to pay its
               debts  generally  as  they mature; (2) make an assignment for the
               benefit of creditors or commence proceedings for its dissolution;
               or  (3)  apply  for  or  consent to the appointment of a trustee,
               liquidator  or  receiver for its or for a substantial part of its
               property  or  business;  or

          g.   A  trustee,  liquidator  or  receiver  shall be appointed for the
               Company  or  for  a  substantial part of its property or business
               without its consent and shall not be discharged within sixty (60)
               days  after  such  appointment;  or

          h.   Any governmental agency or any court of competent jurisdiction at
               the  instance  of any governmental agency shall assume custody or
               control of the whole or any substantial portion of the properties
               or  assets of the Company and shall not be dismissed within sixty
               (60)  days  thereafter;  or

          i.   Any  money  judgment,  writ  or warrant of attachment, or similar
               process  in  excess of Two Hundred Thousand ($200,000) Dollars in
               the  aggregate  shall  be entered or filed against the Company or
               any  of  its  properties or other assets and shall remain unpaid,
               unvacated,  unbonded  or unstayed for a period of sixty (60) days
               or in any event later than five (5) days prior to the date of any
               proposed  sale  thereunder;  or

          j.   Bankruptcy, reorganization, insolvency or liquidation proceedings
               or  other  proceedings for relief under any bankruptcy law or any
               law  for  the relief of debtors shall be instituted by or against


                                        8
<PAGE>

               the  Company and, if instituted against the Company, shall not be
               dismissed  within  sixty  (60) days after such institution or the
               Company  shall by any action or answer approve of, consent to, or
               acquiesce  in  any  such  proceedings  or  admit  the  material
               allegations  of,  or default in answering a petition filed in any
               such  proceeding;  or

          k.   The  Company  shall  have  its Common Stock suspended or delisted
               from  an  exchange or over-the-counter market from trading for in
               excess  of  twenty  (20)  Trading  Days.

Then,  or  at  any time thereafter, and in each and every such case, unless such
Event  of  Default shall have been waived in writing by the Holder (which waiver
shall  not  be deemed to be a waiver of any subsequent default) at the option of
the  Holder  and  in  the Holder's sole discretion, the Holder may consider this
Debenture  immediately  due and payable, without presentment, demand, protest or
notice  of  any kinds, all of which are hereby expressly waived, anything herein
or  in  any note or other instruments contained to the contrary notwithstanding,
and  the  Holder  may immediately enforce any and all of the Holder's rights and
remedies  provided  herein  or  any  other  rights  or remedies afforded by law.

     16.  Nothing  contained  in  this  Debenture  shall  be  construed  as
conferring  upon  the  Holder  the  right  to vote or to receive dividends or to
consent  or  receive  notice  as  a  shareholder  in  respect  of any meeting of
shareholders  or  any  rights whatsoever as a shareholder of the Company, unless
and  to  the  extent  converted  in  accordance  with  the  terms  hereof.

     17.  In  the  event for any reason, any payment by or act of the Company or
the  Holder  shall  result  in  payment of interest which would exceed the limit
authorized  by  or  be in violation of the law of the jurisdiction applicable to
this  Debenture, the ipso facto the obligation of the Company to pay interest or
perform  such  act or requirement shall be reduced to the limit authorized under
such  law,  so  that  in no event shall the Company be obligated to pay any such
interest, perform any such act or be bound by any requirement which would result
in  the  payment  of interest in excess of the limit so authorized. In the event
any payment by or act of the Company shall result in the extraction of a rate of
interest in excess of a sum which is lawfully collectible as interest, then such
amount (to the extent of such excess not returned to the Company) shall, without
further  agreement  or notice between or by the Company or the Holder, be deemed
applied  to the payment of principal, if any, hereunder immediately upon receipt
of such excess funds by the Holder, with the same force and effect as though the
Company  had specifically designated such sums to be so applied to principal and
the Holder had agreed to accept such sums as an interest-free prepayment of this
Debenture.  If any part of such excess remains after the principal has been paid
in full, whether by the provisions of the preceding sentences of this Section 17
or  otherwise,  such excess shall be deemed to be an interest-free loan from the
Company  to  the  Holder, which loan shall be payable immediately upon demand by
the  Company.  The  provisions  of  this  Section  17  shall control every other
provision  of  this  Debenture.


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     IN  WITNESS  WHEREOF,  the  Company  has  caused this instrument to be duly
executed  by  an  officer  thereunto  duly  authorized.

Dated:  August  28,  2000

                                   HOT  PRODUCTS,  INC.COM

                                             By:/s/  James  Copland
                                                -------------------

JAMES  COPLAND
                                        (Print  Name)
PRESIDENT
                                        (Title)


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